Just three years after acquiring 50% ownership of the asset from Grupo Romero, private equity fund Global Infrastructure Partners (GIP) is reportedly seeking to sell its stake in Tramarsa, one of Peru's leading port groups. The formal search for buyers is said to have begun a few weeks ago.
New movements are brewing in the shareholding of Tramarsa, owner of the concessionaires operating the ports of Matarani and Salaverry. As SEMANAeconómica exclusively learned, Global Infrastructure Partners (GIP), a private equity fund that is part of BlackRock, has reportedly initiated a process to sell its 50% stake in the company. This comes just three and a half years after acquiring it from Grupo Romero, which retains the other half of the ownership.
The hitherto confidential intention would respond to an opportunistic sale, as the fund would have achieved its profitability targets ahead of schedule. The formal process, which is being conducted under strict confidentiality, has reportedly been underway for a few weeks with Santander managing the sale mandate, according to information gathered by this magazine.
In March 2023, Grupo Romero—until then the sole owner of Tramarsa—sold 50% of the company to GIP, a fund specializing in infrastructure whose companies record combined annual revenues exceeding US$80 billion. Less than four years later, the fund is looking to divest its stake; an unusual timeframe for any private equity fund exit, which typically occurs after the fifth or sixth year of investment.
One reason a fund may accelerate its exit is that the company has performed better than expected. In Tramarsa's case, sources familiar with the operation consulted by this magazine indicate that GIP has already met its profitability objectives, which would explain its decision to divest earlier than usual. "It can be an 'opportunity sale.' Nothing assures you that things will continue this way or could change. The only guaranteed profitability is what you have today," explains Mauricio Olaya, senior partner at Muñiz law firm, regarding these types of deals.
The business outlook currently favors a sale, which according to sources consulted by this magazine could well exceed US$500 million. Last November, the government extended the concession of its subsidiary Tisur in Matarani for 30 years, the second-largest port in terms of cargo volume in the country and the most important outlet for Peruvian mineral exports. Added to this are potential port acquisitions in Mexico, Colombia, and Chile, as well as a more stable and pro-market political scenario after the presidential elections.
Another common reason behind an early exit is corporate conflicts, according to Guillermo Ferrero, an M&A and financial transactions expert partner at Philippi, Prietocarrizosa Ferrero DU & Uría. "There are cases of funds that have exited a company with barely three years of investment, due to disagreements between shareholders on how to finance business growth," says Ferrero.
For now, the sale process commissioned by GIP is in a preliminary stage. "This is the stage where interested parties approach to request basic information that allows them to evaluate whether it is worthwhile to hire consultants and law firms to conduct due diligence," details a source with direct knowledge of the negotiations. Among these players who have begun to evaluate Tramarsa, foreign investment funds with experience in the port sector would stand out. And there are already interested parties from Singapore, London, and the United States.
The position of Grupo Romero, the owner of the remaining 50% of Tramarsa, will be another key factor for the progress of the process. If it has a preferential acquisition right over GIP's stake, it could choose to exercise it. Although it is still unknown whether it intends to do so, Ferrero warns that the initiation of a structured sale process usually suggests a certain waiver of that right. "When one of the parties does not agree [with the sale], it is usual that a sale process is not initiated, because it will probably end up being unsuccessful," he explains.
While Tramarsa has diversified its businesses throughout the logistics chain, from the operation of specialized terminals to the provision of maritime and port services, its main attraction for a potential buyer lies in the control of some of the country's main port concessionaires. This accounts for the majority of the group's EBITDA.
The control of these concessions, however, could also add a regulatory aspect to the eventual sale of 50% of Tramarsa. The concession contracts for Matarani, Salaverry, and the Callao mineral terminal establish restrictions on certain shareholding changes, such as the replacement of strategic partners or the modification of their stakes. "By contract, changes in the strategic partner normally require the authorization of the grantor," explains Juan José Cárdenas, Infrastructure partner at Damma Legal.
The sale being evaluated by GIP would imply a change in the ownership of Tramarsa, but not necessarily in the direct shareholding of the concessionaires. Therefore, the interpretation remains open as to whether the contractual restrictions would extend to this indirect transfer. If so, the operation could require authorization from the Ministry of Transport and Communications.
SEMANAeconómica contacted Tramarsa, GIP, Grupo Romero, and Santander for the preparation of this report. The first three declined to comment on the operation, while Santander did not respond by the close of this edition.
